Memstar to transfer listing status to Thai mall owner TBN in exchange for shares

MEMSTAR Technology has agreed to sell its listed status on the Singapore Exchange (SGX) to Thailand mall operator TBN Property Co in exchange for shares of the incoming company.

Memstar, a cash company facing delisting from the SGX Mainboard, on Monday announced it will undertake a transfer of its listing status to TBN through a scheme of arrangement.

In exchange for the listing status, TBN will issue S$6 million of its own shares to Memstar, which will distribute those shares to Memstar shareholders after settlement of outstanding debt. TBN, which may have to conduct a compliance placement to restore its public float, will also seek to transfer from the Mainboard to SGX's sponsor-based Catalist platform.

The deal projects an indicative valuation of at least S$100 million for TBN, which owns three community malls in the Thai capital of Bangkok. Those malls are The Paseo Mall in Lat Krabang district, The Paseo Town on Ramkhamhaeng Road and The Paseo Park on Kanchanapisek Road. Together, those malls occupy 123,000 square metres of land with 175,000 sq m of gross floor area.

TBN, which is wholly owned by Thai businessman Chan Lertprasertpakorn and his immediate family members, currently has an issued and paid-up share capital of 725 million Thai baht (S$29.6 million).

The deal is targeted to be completed by March 31, 2019.

The deal represents Memstar's second reverse takeover attempt to avert compulsory delisting by the SGX, which does not allow cash companies to list. The previous deal, which was entered into in 2014, was aborted in 2016.

Memstar's shares have been suspended since June 2016.